S. Elaine Anderson
About S. Elaine Anderson
S. Elaine Anderson, CPA (age 72), has served as an independent director of Southside Bancshares, Inc. since 2014. She holds a BBA in Accounting from Indiana University and has been a licensed CPA since 1976; she is designated by the Board as an “audit committee financial expert.” Prior roles include Senior Vice President and Chief Compliance Officer at Texas Health Resources (responsible for compliance, privacy, information security, and enterprise risk management) and earlier positions at PricewaterhouseCoopers; she previously served as independent Chair of OmniAmerican Bancorp’s board until its acquisition by Southside in 2014 .
Past Roles
| Organization | Role | Tenure/Timing | Committees/Impact |
|---|---|---|---|
| Texas Health Resources | Senior Vice President & Chief Compliance Officer | ~24 years; retired Jan 2016 | Led compliance, privacy, information security, and enterprise risk management |
| PricewaterhouseCoopers | Various positions | 1980–1991 | Public accounting experience; CPA since 1976 |
| OmniAmerican Bancorp, Inc. | Director; Independent Chair of the Board | Director 1996–Dec 17, 2014; Independent Chair May 2010–Dec 17, 2014 | Led board until acquisition by Southside on Dec 17, 2014 |
External Roles
| Organization | Role | Timing | Notes |
|---|---|---|---|
| Arborlawn United Methodist Church Foundation | Treasurer | Current | Non-profit fiduciary role |
| Professional memberships | Member | Historical | AICPA, Texas Society of CPAs, Health Care Compliance Association |
Board Governance
| Item | Status/Details |
|---|---|
| Independence | Independent director under NYSE rules; Board is 93% independent; only the CEO is non-independent |
| Board Tenure/Term | Director since 2014; continuing director with term expiring at the 2027 Annual Meeting |
| Company Committees | Audit Committee (member); Risk Committee (Chair) |
| Audit Committee Financial Expert | Designated “audit committee financial expert” (SEC definition) |
| Bank Board Committees | Executive/Loan & Discount; Trust; Compliance/IT/CRA; ALCO (member) |
| Attendance | In 2024, each director attended at least 75% of Board and assigned committee meetings |
| Board Leadership | Independent Chairman and Vice Chair; both serve ex-officio on key committees |
| Board Refreshment | Mandatory retirement at the Annual Meeting following a director’s 75th birthday |
Fixed Compensation
| Component | Policy/Amount | Notes |
|---|---|---|
| Annual Retainer (Non-employee directors) | $101,000 | Payable quarterly |
| Additional Retainer – Risk Committee Chair | $12,500 | Chair fee (company-level) |
| Minimum Equity Mix | ≥40% of annual retainer in RSUs (effective 2024) | Directors may elect >40% up to 100% |
| Director (2024) | Cash Fees ($) | Stock Awards – RSUs ($) | Total ($) | Notes |
|---|---|---|---|---|
| S. Elaine Anderson | 88,273 | 40,377 | 128,650 | Includes $12,500 Risk Chair retainer |
Performance Compensation
Directors do not receive performance-based cash bonuses or PSUs. Equity is delivered via RSUs with time-based vesting; directors can elect to receive a greater portion of retainers in RSUs and may defer settlement.
| Equity Feature | Detail |
|---|---|
| Grant Timing | On or about first day of Service Year (Annual Meeting cycle) |
| RSU Vesting | Vests on first anniversary of grant date (accelerates pro rata upon death, disability, change in control) |
| Deferral | Directors may defer RSU settlement to a specified anniversary or termination of service |
| Minimum RSU Mix | ≥40% of annual retainer in RSUs (effective 2024 amendment) |
Other Directorships & Interlocks
| Company/Organization | Role | Period | Notes |
|---|---|---|---|
| OmniAmerican Bancorp, Inc. (public) | Director; Independent Chair | Director 1996–2014; Chair 2010–2014 | Acquired by Southside on Dec 17, 2014 |
| Compensation Committee Interlocks | None (company disclosure) | FY2024 | No executive officer served in interlocking roles; no interlocks disclosed involving Ms. Anderson |
Expertise & Qualifications
- CPA with deep audit and financial reporting expertise; formally designated audit committee financial expert .
- Industry and functional breadth per skills matrix: executive experience; banking/financial services; accounting/audit; risk; strategic planning; corporate governance; legal/regulatory; IT/information security; human resources/compensation .
- Led large-scale compliance and risk programs at a major healthcare system; prior Big 4 public accounting experience .
Equity Ownership
| Item | Amount/Detail |
|---|---|
| Total Beneficial Ownership | 33,902 shares; <1% of outstanding |
| Direct Holdings (individual) | 8,568 shares |
| IRA | 681 shares |
| Spousal Holdings | 23,143 shares (disclaimed beneficial ownership but included in total) |
| RSUs (vesting within 60 days of record date) | 1,510 shares |
| Director Ownership Policy | Must own ≥5,000 shares within five years; as of Mar 19, 2025 all current non-employee directors met the requirement |
| Anti-Hedging/Pledging | Hedging, short sales, and pledging prohibited for directors and executives |
Governance Assessment
- Strengths: Independent risk oversight as Risk Committee Chair; audit committee financial expert designation; broad compliance, privacy, information security, and ERM background; meets ownership guideline with additional anti-hedging/pledging safeguards—supportive of alignment and board effectiveness .
- Engagement: Met attendance expectations (≥75% in 2024) and participates in a board with ongoing director training (BSA/Fair Lending, cybersecurity, compensation, governance) .
- Compensation alignment: Director pay includes a mandatory equity component (≥40% RSUs), and modest chair fee for risk oversight; no performance cash, minimizing undue risk incentives at the board level .
- Potential conflicts/red flags: None disclosed specific to Ms. Anderson; company-related party disclosures note family employment and vendor relationships tied to other directors, but none involve her .
- Tenure/retirement: At age 72, subject to retirement at the Annual Meeting following age 75, consistent with the board’s refreshment policy .